UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 27, 2011
Virginia
Commerce Bancorp, Inc.
(Exact name of registrant as specified in its
charter)
Virginia |
000-28635 |
54-1964895 |
(State or other jurisdiction |
(Commission file number) |
(IRS Employer Identification |
5350 Lee Highway, Arlington, Virginia 22207
(Address of
Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: 703.534.0700
N/A
(Former
Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see filing General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security
Holders.
The Company’s Annual Meeting was held on April 27, 2011, at which three proposals were submitted to the Company’s stockholders. The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2011. The final results for the votes regarding the proposals are set forth below.
Proposal 1 – The Company’s stockholders elected 10 directors to serve for a one year period until the 2012 Annual Meeting of Stockholders and until their successors have been elected and qualified. The name of each director elected at the Annual Meeting, and the votes cast for such individuals, who constitute the entire Board of Directors of the Company following the meeting, are set forth below:
Name |
For |
Withheld |
Broker Non-Votes |
Leonard Adler | 17,367,846 | 613,520 | 5,473,551 |
Michael G. Anzilotti | 15,029,333 | 2,952,033 | 5,473,551 |
Thomas E. Burdette | 17,395,311 | 586,055 | 5,473,551 |
Peter A. Converse | 15,104,173 | 2,877,193 | 5,473,551 |
W. Douglas Fisher | 17,379,640 | 601,726 | 5,473,551 |
David M. Guernsey | 17,381,552 | 599,814 | 5,473,551 |
Kenneth R. Lehman | 17,405,817 | 575,549 | 5,473,551 |
Norris E. Mitchell | 17,398,603 | 582,763 | 5,473,551 |
Todd A. Stottlemyer | 17,405,066 | 576,300 | 5,473,551 |
Proposal 2 – The Company’s stockholders approved a non-binding advisory resolution approving the compensation of the Corporation’s named executive officers. The votes regarding Proposal 2 were as follows:
For |
Against |
Abstentions |
Broker Non-Votes |
14,492,102 | 3,230,283 | 258,980 | 5,473,551 |
Proposal 3 – The Company’s stockholders approved a ratification of the appointment of Yount, Hyde & Barbour, P.C. as the company’s independent registered public accountant for the fiscal year ending December 31, 2011. The votes regarding Proposal 3 were as follows:
For |
Against |
Abstentions |
Broker Non-Votes |
23,206,364 | 30,740 | 217,813 | N/A |
No other matters were voted on at the meeting.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIRGINIA COMMERCE BANCORP, INC. |
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By: |
/s/ Peter A. Converse |
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Peter A. Converse, President and Chief Executive Officer |
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Dated: |
May 3, 2011 |